Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 06 2016 - 1:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 6, 2016
Registration No. 333-201400
Registration No. 333-24985
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT (No. 333-201400)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT (No. 333-24985)
UNDER THE SECURITIES ACT OF 1933
GOLDEN
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
63-0250005
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification Number)
|
One Golden Flake Drive
Birmingham, Alabama 35205
(205) 458-7316
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
GOLDEN ENTERPRISES, INC. 2014 LONG TERM
INCENTIVE PLAN
GOLDEN ENTERPRISES, INC. 1996 LONG TERM
INCENTIVE PLAN
(Full Title of the Plans)
Todd Staub
Chief Financial Officer
Golden Enterprises,
Inc.
900 High Street
Hanover, Pennsylvania
17331
(717) 637-6644
(Name, address and telephone
number of agent for service)
with a copy to:
Richard J. Busis, Esq.
Cozen O’Connor
1650 Market Street
Suite 2800
Philadelphia, Pennsylvania
19103
(215) 665-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments
relate to (a) Registration Statement No. 333-201400 on Form S-8 filed by Golden Enterprises, Inc. (the “Company”) with
the Securities and Exchange Commission (“SEC”) on January 8, 2015, which registered 750,000 shares of the Company’s
common stock, par value $0.66-2/3 per share (the “Common Stock”), issuable under the Golden Enterprises, Inc. 2014
Long-Term Incentive Plan and (b) Registration Statement No. 333-24985 on Form S-8 filed by the Company with the SEC on April 11,
1997, which registered 500,000 shares of Common Stock issuable under the Golden Enterprises, Inc. 1996 Long-Term Incentive Plan.
On September 30, 2016,
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 18, 2016, by and among the
Company, Utz Quality Foods, LLC (fka Utz Quality Foods, Inc., “Utz”) and Westminster Sub, Inc., a wholly-owned subsidiary
of Utz (“Merger Sub”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary
of Utz (the “Merger”).
As a result of the Merger,
the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly,
pursuant to undertakings contained in the Registration Statements to remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the termination of the offering, the Company is filing these Post-Effective
Amendments to the Registration Statements to deregister all of such securities of the Company registered but unsold under the Registration
Statements, if any, as of the date hereof.
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hanover, Commonwealth of Pennsylvania, on this 6
th
day
of October, 2016.
|
GOLDEN ENTERPRISES, INC.
|
|
|
|
|
|
By:
|
/s/ Dylan Lissette
|
|
|
Name:
|
Dylan Lissette
|
|
|
Title:
|
President and Chief Executive Officer
|
No other person is required to sign these Post-Effective Amendments
to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
Golden Enterprises, Inc. (MM) (NASDAQ:GLDC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Golden Enterprises, Inc. (MM) (NASDAQ:GLDC)
Historical Stock Chart
From Oct 2023 to Oct 2024